Terms of Use

These Terms of Service (“Terms”) govern the use of the services (“Services”) offered by Deliv, Inc. (“Deliv”) at www.deliv.co (and any related or affiliated subdomains), and/or mobile applications (collectively, the “Site”). Your use of the Site constitutes your acceptance of and agreement to these Terms, and the Deliv website pages describing the fees, policies and other terms applicable to delivery, and the Deliv Privacy Policy at http://www.deliv.co/deliv-privacy-policy/. Your completed online registration form and these Terms, the Privacy Policy and the Deliv website pages describing the fees, policies and other terms applicable to delivery together are hereinafter referred to as the “Agreement.” All content, information, and services provided on and through the Site may be used only in accordance with the Agreement, whether or not you become a registered user of the Site. As used in this Agreement, "Customer" means a registered user who posts a request for courier services, "Courier" means an independent contractor who is a registered user who submits a bid to provide courier services for a request posted by a Customer, and "You" means a user of the Site. Deliv provides the Services as a method to obtain such third party Couriers, but Deliv is not a carrier or provider of courier services. It is up to the Courier to offer courier services which may be scheduled through use of the Site. YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT AND ACCEPTANCE OF THE AGREEMENT. DELIV MAY CHANGE THE TERMS OF THE AGREEMENT FROM TIME TO TIME EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THE TERMS ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE AGREEMENT. YOU AGREE THAT THE POSTING OF NEW OR REVISED TERMS ON THE SITE WILL CONSTITUTE ADEQUATE AND CONSTRUCTIVE NOTICE TO YOU OF ANY AND ALL SUCH REVISIONS AND CHANGES. CONTINUED USE OF THE SITE OR ANY SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AS CHANGED. IN ADDITION TO CHANGES IN THE TERMS, WE MAY CHANGE, EDIT, DELETE OR REVISE PORTIONS OF THE SITE AT ANY TIME WITHOUT NOTICE.

1.0 Use of the Site.

1.1 Your Account. If You are a corporation or other bona fide legal entity - or if you are an individual and over eighteen (18) years of age - and opt to register on the Site, then You will have an email address/username and password for your account. If You are accessing and using the Site on behalf of another individual or entity, then You represent that You have the authority to bind that person or entity as the principal to this Agreement, and to the extent You do not have such authority You agree to be bound to this Agreement and to accept liability for harm caused by any wrongful use of the Site resulting from such access or use. You are responsible for maintaining the confidentiality of your account, username and/ or password and for restricting access to Your authorized personnel. You accept responsibility for all activities that occur under your account or password. You will provide only current, complete, accurate and truthful information. You must promptly update all information to keep Your account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and You must promptly notify Deliv if Your payment method is canceled (for example, for loss or theft) or if You become aware of a potential breach of security, such as the unauthorized disclosure or use of Your username or password. Deliv reserves the right to refuse service and/or terminate accounts without prior notice if this Agreement is violated or if we decide, in our sole discretion, that it would be in our best interests to do so.

1.2 Limited License. Deliv grants You a limited, revocable license to access and make use of the Site in accordance with this Agreement. This license does not include, and You are expressly prohibited from: (a) creating derivative works using the Site or its contents; (b) using data mining tools, bots, or similar data gathering techniques and tools; (c) framing or using framing techniques to enclose any Site content without Deliv’s express written consent; and (d) using any meta tags or any other “hidden text” that uses the Deliv name or any Deliv trademarks or services mark.

1.3 Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Site and the Services. Your mobile network's data and messaging rates and fees may apply if You access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Deliv does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

1.4 Text Messaging. By creating an Account, You agree that Deliv may send you text messages as part of the normal business operation of Your use of the Services. You may opt-out of receiving text messages from Deliv at any time by deactivating your account. Please email support@deliv.co indicating your email and mobile number associated with the account. You acknowledge that opting out of receiving text messages may impact Your use of the Services.

1.5 Acceptable Use. By using the Site, You agree that You: (a) will only use the Site for lawful purposes; (b) will not use the Site or Service for sending or storing any unlawful material or for fraudulent purposes; (c) will not use the Site or Services to cause nuisance, annoyance or inconvenience; (d) will provide Deliv with whatever proof of identity we may reasonably request; (e) will not impair the proper operation of Deliv’s network; (f) will not try to harm the Site or Services in any way whatsoever; and (g) will report any errors, bugs, unauthorized access methodologies or any breach of Deliv intellectual property rights that You uncover in your use of the Site.

2.0 Performance and Nature of Services.

2.1 Deliv shall use commercially reasonable efforts to provide its technology platform to enable You to access the Services to Your customers. Deliv may change or discontinue the Services at any time without notice, but any change shall only apply to You prospectively after the effective date of the change. You acknowledge and agree that: (a) the Services may be performed by or on behalf of Deliv; and (b) for quality assurance and training purposes, communications between You and Your personnel and Deliv personnel may be monitored and/or recorded.

2.2 Merchandise Customers tender to Deliv shall be deemed tendered to Deliv in its capacity as a business-to-business web based technology platform for same day delivery services. Deliv reserves the right to engage Couriers or other independent contractors to provide certain Services. For the avoidance of doubt, Deliv is not a Broker, Freight Forwarder, Motor Carrier or Shipper as such terms may be defined in rules or regulations issued by the Federal Motor Carrier Safety Administration or in any other similar rules or regulations or by any other governmental body. Customer acknowledges that the Services are not intended to be contract carriage as defined in 49 U.S.C. § 13102(4) and § 14101(b).

2.3 Once a Courier has accepted a delivery request, any cancellation or changes must be made before the Courier arrives at the pickup address. If the delivery is cancelled any time after arrival at the pickup address, additional charges may apply. Deliv will use commercially reasonable efforts to accommodate re-routing requests placed once Merchandise has been picked, but may be subject to additional fees and/or delays.

2.4 If the delivery address provided cannot be found at the time of delivery Deliv will attempt to contact both the Customer (or an authorized representative of the Customer),and the recipient for instructions. If, after reasonable attempts, the Courier is unable to complete the delivery, Deliv will arrange for the return of the Merchandise to the Customer. Return to Customer trips, re-routing and any re-delivery attempts will result in additional Customer fees.

2.5 Deliv will attempt to complete delivery to the address provided by the Customer at the time of order submission. It is the Customer’s sole responsibility to provide Deliv with the correct destination address for the intended recipient, and Customer hereby agrees that Deliv is not responsible for any loss, damage or other liability caused by delivery of the Merchandise to the address provided. Additional charges may be incurred for any delays due to incorrect shipping information.

2.6 If the recipient refuses to accept delivery of the Merchandise, Deliv will attempt to contact the Customer for instructions on returning or disposing of the Merchandise. If Customer requests return of the Merchandise, Customer agrees there will be additional fees for the return. If Merchandise cannot be delivered to the original recipient, or returned to the Customer, the Merchandise may be held, transferred or disposed of by Deliv in its sole discretion, with or without notice, and Customer hereby agrees to pay any costs incurred in the package hold, transfer, or disposal.

3.0 Independent Contractor. Deliv is and shall be an independent contractor and is not Customer’s employee, agent, or partner. Deliv has the right to be employed by, contract with or otherwise perform the same or similar services for other individuals or entities. Deliv is solely responsible for paying all taxes, insurance and any other cost required by applicable U.S. law.

4.0 Background Checks. Deliv shall ensure that all Couriers providing any Services who are responsible for the delivery or control of Merchandise will have had a criminal background check.

5.0 Merchandise.

5.1 Packaging and Marking.

(a) Customer agrees to comply with all applicable local, state and federal laws governing packing, packaging, marking and labelling of Merchandise for all shipments.

(b) All Merchandise must be prepared and packed for safe transportation in compliance with applicable laws and for handling in an express transportation environment. Merchandise susceptible to damage as a result of conditions that may be encountered during transit such as changes in temperature or atmospheric pressure, or adverse pavement/road conditions must be adequately protected by proper packaging. Each shipment must be accompanied by a legible and durably marked description of the nature and quantity of the Merchandise, and the name, address and ZIP code of the recipient.

(c) Deliv’s pricing is based on Merchandise that is less than 50 pounds, no more than 40”L x 24”W and 12”H and can fit easily in a passenger car, van or SUV. Merchandise that requires special handling due to their cubic volume, shape, size, or weight over 50 pounds will require additional coordination and may be subject to additional terms and conditions including fees.

(d) If Merchandise leaks, or is damaged due to inadequate packaging, the shipment will be returned to the Customer pickup point, if possible. If the Merchandise cannot be returned because of leakage or damage due to faulty packaging, Customer is responsible for, and will reimburse Deliv for, all costs and fees of any type incurred in connection with the storage and/or disposal of the Merchandise and the clean-up and remediation of any spill or leakage.

5.2 Refusal or Rejection of Merchandise. Deliv reserves the right, in its sole but reasonable discretion, to refuse, hold or return any Merchandise and may do so without liability. By way of example and not limitation, Deliv may exercise this right if the Merchandise: (a) may cause damage or delay to other shipments, property or personnel; (b) is likely to sustain damage or loss in transit because of improper packaging or otherwise; (c) appears to be damaged upon pickup at Customer’s site; (d) contains any prohibited items; or (e) may jeopardize Deliv’s ability to provide service to other customers. Customer acknowledges and agrees that Deliv has no liability whatsoever for refusal or rejection of Merchandise, so long as Deliv’s refusal or rejection is in good faith.

5.3 Perishables. Deliv does not provide refrigerated shipping vehicles and will not be liable for Merchandise that could be damaged by exposure to ordinary fluctuations in temperature. Perishable items shall be accepted solely at the Customer's risk for damage, regardless of whether the package was delivered on time.

6.0 Confidentiality.

6.1 As used herein, “Confidential Information" means all confidential information disclosed by a party (a “Disclosing Party”) to the other party (a “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party will include the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

6.2 Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; and (c) limit access to the Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.0 Privacy.

7.1 Deliv shall comply with all U.S. privacy and data protection laws and regulations applicable to it and the Services. Deliv shall only use any protected personal information that Customer supplies for purposes that are necessary to perform the Services, and shall not use such information for any other purpose.

7.2 You shall comply with all privacy and data protection laws and regulations applicable to You, including, without limitation, the collection and disclosure to Deliv of Your and if applicable, Your customers’ personal information.

8.0 Rates and Charges and Payment.

8.1 Deliv shall keep accurate records of the Services. Please check the FAQs for the most recent fee schedule for the Services. Any fees which Deliv may charge You are non-refundable, and You hereby authorize Deliv or its third party service provider(s) to charge your credit card for any and all fees incurred by You for Your use of the Services. This no refund policy shall apply at all times regardless of Your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Services either planned, accidental or intentional, or any reason whatsoever. Deliv reserves the right to determine final prevailing pricing - Please note the pricing information published on the Site may not reflect the prevailing pricing. By using the Service, You are agreeing to pay the price for the Services as presented by Deliv.

8.2 Deliv may, in its sole and absolute discretion, make promotional offers with different features and different rates to some of our customers. These promotional offers, unless made to You, shall have no bearing whatsoever on Your fees. Deliv may change the fees for our Services as we deem necessary for our business. Deliv encourages you to check our Site periodically if you are interested in learning more about how Deliv charges for the Services.

8.3 Any undisputed payment, or portion thereof, not received within fifteen (15) days of the invoice date may, in Deliv’s sole discretion, accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in payment, Deliv may suspend providing the Services until Customer is current, and upon written notice to Customer, modify the payment terms to require full payment before the provision of any additional Services or require other assurances to secure Customer’s payment obligations hereunder.

8.4 All fees for Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on Deliv's net income.

8.5 If You have a dispute with a Courier or Customer, please contact billing@deliv.co. Unwarranted chargebacks initiated by You may result in the suspension or termination of your account. Deliv’s process is intended to ensure integrity of the feedback system and accuracy of any credit applied to a Deliv account. Claiming a charge as fraudulent to avoid payment for Your use of the Services is illegal and any and all violators will be prosecuted to the fullest extent of the law.

9.0 Deliv Technology. All right, title and interest in and to the Site and Deliv Technology (and all intellectual property rights throughout the world therein and thereto), and any suggestions or feedback provided by Customer relating to the Deliv Technology will remain solely with Deliv. "Deliv Technology" means any Deliv technology, process, procedure, content or methodology used in the operation of the Site or the performance of the Services, including any Deliv software (in source and object forms), APIs, tools, algorithms, user interface designs, architecture, libraries, objects and documentation, and any derivatives, improvements, enhancements or extensions of the foregoing. Customer agrees not to modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble the Deliv Technology (or any portion thereof), or cause others to do so.

10.0 Term and Termination.

10.1 This Agreement will commence when click on the “I accept” button and will remain in full force and effect until terminated (the “Term”).

10.2 The Agreement may be terminated by either party upon thirty (30) days advance written notice, with or without cause. This Agreement may be terminated by Deliv immediately if You are in violation of any of its terms.

10.3 Expiration or earlier termination of the Agreement shall not affect any amounts due under this Agreement that exist as of the date of such expiration or termination and a party shall have thirty (30) days in which to make payment to the other party for any amounts then owing in accordance with these Terms. Settling of accounts in the manner set forth in the foregoing sentence and termination of this Agreement shall be the exclusive remedy of the parties for breach of this Agreement, except for a breach of Section 6.0 (Confidentiality), 12.0 (No Poaching) or 13.0 (Indemnification).

11.1 By Deliv. Deliv represents and warrants that: (a) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder; (b) its operation of the Site and the performance of the Services for Customer will not violate any applicable U.S. laws or regulations, or cause a breach of any agreements with any third parties; and (c) it will perform the Services in a professional and workmanlike manner consistent with industry standards.

11.2 By You. You represent and warrant that: (a) You have the legal right and authority to enter into this Agreement and perform Your obligations hereunder (including the right to provide Deliv the Merchandise, and personal information about Yourself and if applicable, Your customers, for Deliv to perform the Services; (b) the performance of Your obligations and the use of the Site and Services by You and if applicable, Your customers will not violate any applicable laws or regulations, or cause a breach of any agreements with third parties; and (c) Your have obtained and will maintain all necessary permits, permissions, licenses and approvals relating to the possession, control, delivery and/or receipt of the Merchandise.

11.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 11, YOUR (USE OF THE SERVICES IS AT YOUR OWN RISK. DELIV, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND SUBCONTRACTORS, DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DELIV DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, TIMELY OR COMPLETELY SECURE.

11.4 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. DELIV DOES NOT AND CANNOT CONTROL THE FLOW OF: (A) TRAFFIC; OR (B) DATA TO OR FROM THE INTERNET. SUCH FLOWS DEPEND IN LARGE PART ON: (i) LOCAL WEATHER AND TRAFFIC CONDITIONS; AND (ii) THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, LOCAL WEATHER AND TRAFFIC CONDITIONS AND/OR ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT THE SERVICES (OR PORTIONS THEREOF). DELIV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, DELIV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

12.0 No Poaching. During the Term and for a period of six (6) months following the expiration or any earlier termination of the Agreement, You agree not to hire, solicit or entice any Courier or any other person Deliv engages to provide the Services as a result of Your use of the Site.

13.0 Indemnification.

13.1 By Deliv. Deliv will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against Customer alleging: (a) any violation of or failure to comply with applicable U.S. laws, rules or regulations; (b) the infringement of a copyright, U.S. patent or trademark, or misappropriation of a trade secret relating to the delivery or use of the Service(s) (but excluding any contributory infringement caused by Customer separate and apart from Customer merely using the Service(s) in accordance with the terms of this Agreement); (c) personal injury or tangible property damage caused by the gross negligence or willful misconduct of Deliv; or (d) any claim which if true, would constitute a breach of one or more of the warranties set forth in Section 11.1. This sets forth Deliv’s entire obligation, and Customer’s exclusive remedy for any claims of infringement of intellectual property by the Service.

13.2 By You. You hereby agree to indemnify, defend and hold Deliv harmless from and against any Losses resulting from any Action brought by any third party against Deliv alleging: (a) any violation of or failure to comply with applicable laws, rules or regulations; (b) personal injury or tangible property damage caused by Your gross negligence or willful misconduct; or (c) any claim which if true, would constitute a breach of the warranties set forth in Section 11.2.

13.3 Process. Each party’s indemnification obligations hereunder shall be subject to: (a) the indemnifying party receiving prompt written notice from the indemnified party of the existence of any Action; (b) the indemnifying party being able to, at its sole option, control the defense of such Action; (c) the indemnified party receiving full cooperation of the indemnifying party in the defense thereof, at the indemnifying party’s expense; and (d) the indemnified party not entering into any settlement or compromise of any such Action without the indemnifying party’s express written permission.

14.0 Declared Value and Limitation of Liability.

14.1 The declared value of any Merchandise (up to a declared value of Five Thousand Dollars ($5,000.00)), represents Deliv’s sole and maximum liability in connection with the pickup and delivery of that Merchandise, including, but not limited to, any loss, damage, delay, misdelivery, non-delivery, misinformation, any failure to provide information, or misdelivery of information relating to the affected Merchandise. Customer assumes all risk of any loss in excess of the declared value or $5000, whichever is less. Customer may transfer this risk to an insurance carrier of its choice through the purchase of insurance.

14.2 Deliv will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, non-delivery, misinformation or any failure to provide information, except only as may result from Deliv’s gross negligence or willful misconduct. Deliv will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, non-delivery, misinformation or failure to provide information caused by or resulting in whole or in part from: (a) The act, default or omission of any person or entity, other than Deliv or its independent contractors, including those of any local, state or federal government agencies; (b) The nature of the shipment, including any defect, characteristic or inherent vice of the shipment or the Merchandise comprising the shipment; (c) Customer’s violation of any of these terms and conditions; (d) Deliv’s compliance with Customer’s verbal or written delivery instructions; (e) Erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure or damage of photographic images or soundtracks from exposed film; (f) Failure to provide accurate delivery information; (g) Any shipment containing a prohibited item; (h) Damages indicated by any shockwatch, tiltmeter or temperature instruments; (i) Shipments released without obtaining a signature if a signature release is on file; or (j) Loss or damage to any package for which Deliv has no record of receipt.

14.3 Customer must submit any claims for missing or damaged Merchandise in writing within three (3) business days from the time of delivery or the claim will be deemed waived. All claims must include the order or tracking number, pickup date, description of product missing or damaged, and the declared value (USD) of the Merchandise. Deliv will not be liable for any concealed damages, as the Customer is responsible for properly packing and sealing items, and Deliv is under no obligation to inspect the viability of such packaging prior to accepting the Merchandise at pickup. A delivery signature or photo documentation will be considered prima facie evidence that the shipment and all of its Merchandise were delivered intact and undamaged. Claims for damages to Merchandise that do not meet all other terms of this Agreement will not be considered valid claims.

14.4 DELIV SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DELIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THE AGREEMENT. IN NO EVENT WILL DELIV’S TOTAL CUMULATIVE DAMAGES AND/OR OBLIGATIONS OF DEFENSE AND INDEMNITY EXCEED THE TOTAL AMOUNT RECEIVED BY DELIV FROM CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES AND/OR THIRD PARTY CLAIM.

15.0 Dispute Resolution. The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. Notwithstanding the foregoing, except with respect to enforcing claims for injunctive or equitable relief, any dispute, claim or controversy arising out of or relating in any way to this Agreement or the interpretation, application, enforcement, breach, termination or validity thereof (including any claim of inducement of this Agreement by fraud and including determination of the scope or applicability of this agreement to arbitrate) or its subject matter (collectively, “Disputes”) shall be determined by binding arbitration before one arbitrator. The arbitration shall be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. Notwithstanding anything to the contrary in this Agreement, the Federal Arbitration Act shall govern the arbitrability of all Disputes. The arbitration shall be held in Santa Clara County, California, and it shall be conducted in the English language. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator shall have authority to award compensatory damages only and shall not award any punitive, exemplary, or multiple damages, and the parties waive any right to recover any such damages. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the above, each party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.

16.0 Information We Collect Through Your Use Of Our Services.

16.1 When You use our Services, You hereby consent that we may collect information in the following categories: (a) location information from the Couriers; (b) usage and preference information about how You interact with the Services; (c) device information such as the hardware model, operating system and version, software and serial number, device motion information, and mobile network information; and (d) call and text data including the date and time of the call or text messages, the parties’ phone numbers, and the content of text messages.

16.2 Log Information: When you interact with the Services, we collect server logs, which may include information like device IP address, access dates and times, app features or pages viewed, app crashes and other system activity and type of browser

17.0 Miscellaneous.

17.1 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Agreement will remain in full force and effect.

17.2 Failure by a party to enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term in the Agreement or any other agreement that may be in place between the parties.

17.3 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing: (a) either party may assign the Agreement in its entirety, without the consent of the other party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets; and (b) Deliv may subcontract or delegate its obligations without Your consent, provided Deliv remains liable for the performance of such obligations. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17.4 Customer acknowledges and agrees that Deliv may: (a) issue one press release announcing Customer as a customer; (b) issue one press release upon rollout (i.e. “go-live”) of the Services; (c) use Customer’s name and logo on Deliv’s website; and (d) use the Customer’s name in Deliv’s sales, financing and investor materials.

17.5 The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The section titles and numbering of the Agreement are displayed for convenience and have no legal effect.

17.6 You acknowledge that Deliv may compile data and usage information that has been stripped of all personally identifiable information and may use, (both during and after the Term), such data to determine and report traffic history, usage patterns, improve the Services and for other purposes, provided that such use shall not identify You or Your customers.

17.7 Neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to force majeure events such as acts of God, fire, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, local or national weather conditions, disruptions in air or ground transportation, strikes or anticipated strikes (of any entity, including, but not limited to, other carriers, vendors or suppliers), natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present a danger to Deliv personnel, and disruption or failure of communication and information systems (including, but not limited to, Deliv systems), accidents, or fuel crises (“Force Majeure”), and any delivery of Services shall be extended to the extent of any delay resulting from any Force Majeure event.

17.8 By using the Site or any of the Services, You agree to receive notices and electronic communications from Deliv. These communications may include information about your account or information related to the Services. You agree that any notice, agreements, disclosures, or other communications that Deliv provides to you electronically satisfies any legal requirements that such communications be in writing.

17.9 This Agreement expresses the complete and exclusive statement of the understanding between the parties regarding the subject matter herein and supersedes any prior or contemporaneous written or oral proposals and agreements, representations or courses of dealing. Any modification to this Agreement must be in writing and signed by an authorized officer of Customer and Deliv.